Tex. Codes » Business Organizations Code · TITLE 4. PARTNERSHIPS · CHAPTER 153. LIMITED PARTNERSHIPS
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Tex. Bus. Orgs. Code § 153.152 (2026)

General Powers And Liabilities Of General Partner

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Sec. 153.152. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNER. (a) Except as provided by this chapter, the other limited partnership provisions, or a partnership agreement, a general partner of a limited partnership:

(1) has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners; and

(2) has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

(b) Except as provided by this chapter or the other limited partnership provisions, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other partners.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 19 cases (4 in the last 5 years), 2011–2024 · leading case: Peterson Grp., Inc. v. PLTQ Lotus Grp., L.P., 417 S.W.3d 46 (Tex. App.—Houston [1st Dist.] 2013).
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Peterson Grp., Inc. v. PLTQ Lotus Grp., L.P., 417 S.W.3d 46 (Tex. App.—Houston [1st Dist.] 2013). “TEX. BUS. ORGS. CODE § 153.152(b) (West 2012).”
Forney 921 Lot Dev. Partners I, L.P. v. Paul Taylor Homes, Ltd., 349 S.W.3d 258 (Tex. App.—Dallas 2011). “152 (b) (West 2010) (“Except as provided by this chapter or the other limited partnership provisions, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other…”
Greystar, LLC v. Melissa Adams, 426 S.W.3d 861 (Tex. App.—Dallas 2014). “Tex. Bus. ORG.Code Ann. § 153.152 (West 2012).”
In re Immobiliere Jeuness Establissement, 422 S.W.3d 909 (Tex. App.—Houston [14th Dist.] 2014). “See Tex. Bus. Orgs.Code Ann. § 153.152 (West 2012).”
Courtland Bldg. Co. v. Jalal Fam. P'ship, Ltd, 403 S.W.3d 265 (Tex. App.—Houston [14th Dist.] 2012). “See Tex. Bus. Orgs. Code Ann. § 153.152 (b) (West 2012) (stating that, with certain exceptions, "a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other partners”);…”
Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F. Supp. 2d 579 (S.D. Tex. 2011). “Tex. Bus. Org. Code § 153.152. Prospect urges that it was damaged by Defendants’ lawsuit, which has been found to be meritless as a matter of law, and by their continuing vexatious and improper tactics, including the premature appeal of an interlocutory summary judgment after…”
Doctors Hosp. at Renaissance, Ltd. v. Jesus Jaime Andrade, 512 S.W.3d 391 (Tex. App.—Corpus Christi 2015). “Tex. Bus. Orgs. Code Ann. § 153.152 (b) (West, Westlaw through ch.”
Doctors Hosp. at Renaissance, Ltd. v. Jesus Jaime Andrade, No. 13-15-00046-CV (Tex. App.—Corpus Christi Apr. 23, 2015). · cites it 3× “13, 16, 21 TEX. BUS. ORG. CODE § 152.0551 ..........”
Mansour Al-Saud v. Youtoo Media, L.P., No. 17-10622 (5th Cir. Oct. 22, 2018). “But there was nothing wrong with the jury’s finding that the contract required Youtoo to return the $3 million (or at least Youtoo does not appeal that finding).”
Erwin Cruz & the Erwin A. Cruz Fam. Ltd. P'ship v. Mehrdad Ghani, No. 05-17-00566-CV, 2018 WL 6566642 (Tex. App.—Dallas Dec. 13, 2018). “TEX. BUS. ORGS. CODE ANN. § 153.152(a) (emphasis added).”
Impact Floors of Texas, L.P. v. at Your Disposal, Inc., No. 03-18-00294-CV (Tex. App.—Austin July 9, 2019). “Similarly, because a factfinder has not yet decided whether a valid written contract exists, it would be premature to decide whether the alleged contract’s liquidated damages clause is valid, as this decision would be advisory. 10 erred in not dismissing all claims against IFT.”
Austin Tapas, LP v. Performance Food Grp., Inc., No. 03-18-00680-CV (Tex. App.—Austin Aug. 1, 2019). “denied) (noting general partners of limited partnership are jointly and severally liable with each other and with partnership for partnership debts); see also Tex. Bus. Orgs. Code § 153.152(b) (“Except as provided by this chapter or the other limited partnership provisions, a…”
Show all 19 citing cases →
Tex. Bus. Orgs. Code § 153.152(a): 1 case
Erwin Cruz & the Erwin A. Cruz Fam. Ltd. P'ship v. Mehrdad Ghani, No. 05-17-00566-CV, 2018 WL 6566642 (Tex. App.—Dallas Dec. 13, 2018). “TEX. BUS. ORGS. CODE ANN. § 153.152(a) (emphasis added).”
Tex. Bus. Orgs. Code § 153.152(a)(1): 1 case
Happy Hollow Ranch, LP v. Howley, No. 23-03068 (Bankr. N.D. Tex. Feb. 2, 2024).
Tex. Bus. Orgs. Code § 153.152(a)(2): 1 case
Impact Floors of Texas, L.P. v. at Your Disposal, Inc., No. 03-18-00294-CV (Tex. App.—Austin July 9, 2019). “Similarly, because a factfinder has not yet decided whether a valid written contract exists, it would be premature to decide whether the alleged contract’s liquidated damages clause is valid, as this decision would be advisory. 10 erred in not dismissing all claims against IFT.”
Tex. Bus. Orgs. Code § 153.152(b): 6 cases
Peterson Grp., Inc. v. PLTQ Lotus Grp., L.P., 417 S.W.3d 46 (Tex. App.—Houston [1st Dist.] 2013). “TEX. BUS. ORGS. CODE § 153.152(b) (West 2012).”
Mansour Al-Saud v. Youtoo Media, L.P., No. 17-10622 (5th Cir. Oct. 22, 2018). “But there was nothing wrong with the jury’s finding that the contract required Youtoo to return the $3 million (or at least Youtoo does not appeal that finding).”
Austin Tapas, LP v. Performance Food Grp., Inc., No. 03-18-00680-CV (Tex. App.—Austin Aug. 1, 2019). “denied) (noting general partners of limited partnership are jointly and severally liable with each other and with partnership for partnership debts); see also Tex. Bus. Orgs. Code § 153.152(b) (“Except as provided by this chapter or the other limited partnership provisions, a…”
Salinas Constr. Tech., Ltd. v. City of Corpus Christi, No. 13-22-00416-CV (Tex. App.—Corpus Christi–Edinburg Apr. 25, 2024).
Roger Arora v. MSG Bus., LLC, 698 S.W.3d 81 (Tex. App.—Houston [14th Dist.] 2024).
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